AMBARELLA INC — Director's Dealing 2023

Mar 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMBARELLA INC (AMBA)
CIK: 0001280263
Period of Report: 2023-03-15

Reporting Person: Day Christopher (VP, Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-15	Ordinary Shares	M	6925	—	Acquired	24212	Direct
2023-03-17	Ordinary Shares	S	2420	$76.85	Disposed	21792	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-15	Performance Stock Units	$	M	8055	Disposed		Ordinary Shares (8055)	Direct
2023-03-15	Restricted Stock Units	$	M	672	Disposed	2023-03-15	Ordinary Shares (672)	Direct
2023-03-15	Restricted Stock Units	$	M	275	Disposed	2024-03-15	Ordinary Shares (275)	Direct
2023-03-15	Restricted Stock Units	$	M	357	Disposed	2025-03-15	Ordinary Shares (357)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Ambarella, Inc. Ordinary Shares.

F2: Includes 191 shares acquired under the Company's employee stock purchase plan on March 15, 2023.

F3: Shares sold to pay tax obligations resulting from the vesting of restricted stock units.

F4: On March 25, 2020, reporting person was granted a performance-based RSU award covering a target number of ordinary shares (the "Target RSU Number"). Pursuant to time-based vesting requirements, the award would vest in full on March 15, 2023, subject to continued service requirements through such date. In addition, the number of shares subject to the award could be increased or decreased by up to 100% of the Target RSU Number, based on attainment of specified levels of the Company's total stockholder return over the period of February 1, 2020 through January 31, 2023 (the "TSR Period"). As a result of the Company's TSR performance over the TSR Period, the number of shares eligible to vest was 69.78% of the Target RSU Number.

F5: The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2020.

F6: The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2021.

F7: The restricted stock units vest at the rate of 1/12 per quarter commencing on March 15, 2022.